As filed with the Securities and Exchange Commission on February 7, 1997
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------
DT INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Delaware Corporate Centre, Suite 2-300 44-0537828
(State or other 1949 E. Sunshine (I.R.S. Employer
jurisdiction of Springfield, Missouri 65804 Identification No.)
incorporation or (417) 890-0102
organization) (Address of Principal Executive Offices)
---------------------------
DT INDUSTRIES, INC.
1996 Long-Term Incentive Plan
(Full title of the Plan)
---------------------------
STEPHEN J. GORE
President and Chief Executive Officer
DT Industries, Inc.
Corporate Centre, Suite 2-300
1949 E. Sunshine
Springfield, Missouri 65804
(417) 890-0102
(Name, address and telephone number of agent for service)
---------------------------
Copy to:
MATTHEW G. MALONEY, ESQ.
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
(202) 785-9700
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Aggregate Offering Registration
Per Share Price Fee (1)
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value . . . . 600,000 $37.50 $22,500,000 $6,819
</TABLE>
(1) Computed pursuant to Rule 457 (c) and (h)(1) based on the average of the
high and low prices on February 4, 1997, as reported by NASDAQ.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the Plan pursuant to Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents of DT Industries, Inc. (the "Corporation") filed
with the Securities and Exchange Commission are incorporated herein by
reference:
(1) The Corporation's latest prospectus filed on November 27, 1996
pursuant to Rule 424(b) under the Securities Act of 1933 (the "Securities
Act"), which contains audited financial statements for the Corporation's
fiscal year ended June 30, 1996, the latest fiscal year for which such
statements have been filed.
(2) All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
since the end of the fiscal year ended June 30, 1996.
(3) The description of the Corporation's common stock contained in the
Corporation's Registration Statement on Form 8-A filed February 11, 1994
pursuant to Section 12(g) of the Exchange Act.
All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware permits
the Corporation, subject to the standards set forth therein, to indemnify any
person in connection with any action, suit or proceeding brought or threatened
by reason of the fact that such person is or was a director, officer, employee
or agent of the Corporation or is or was serving as such with respect to another
corporation or entity at the request of the Corporation. Article VII, Section 8
of the Corporation's By-laws provides for full indemnification of its officers,
directors and employees to the extent permitted by Section 145.
Pursuant to an Underwriting Agreement (the "Underwriting Agreement") dated
April 15, 1994 by and among the Corporation, Harbour Group Investments II, L.P.
("Investments L.P."), CS First Boston Corporation Morgan Stanley & Co.
Incorporated and Wertheim Schroder & Co. Incorporated, acting severally on their
own behalf and on behalf of the underwriters listed on Schedule A thereto (the
"Underwriters"), the Underwriters have agreed to indemnify the Corporation's
officers, directors and controlling persons against, or contribute to the
payment of, certain liabilities which might arise under the Securities Act.
Pursuant to an Indemnification Agreement dated March 18, 1994 by and
between the Corporation and Investments L.P. (the "Indemnification Agreement"),
Investments L.P. has agreed to indemnify the Corporation's directors, officers
and controlling persons against, or contribute to the payment of, certain
liabilities which might arise under the Securities Act.
Pursuant to an Underwriting Agreement (the "Underwriting Agreement")
dated November 25, 1996 by and among the Corporation, the selling stockholders
listed on Schedule A thereto, CS First Boston Corporation, Morgan Stanley
& Co. Incorporated and Schroder Wertheim & Co. Incorporated, acting severally
on their own behalf and on behalf of the underwriters listed on Schedule B
thereto (the "U.S. Underwriters"), the U.S. Underwriters have
<PAGE>
agreed to indemnify the Corporation's officers, directors and controlling
persons against, or contribute to the payment of, certain liabilities which
might arise under the Securities Act
Pursuant to a Subscription Agreement (the "Subscription Agreement") dated
November 25, 1996 by and among the Corporation, the selling stockholders listed
on Schedule A thereto, CS First Boston Limited, Morgan Stanley & Co.
International Limited, J. Henry Schroder & Co. Limited and the other managers
listed on Schedule B thereto (the "Managers"), the Managers have agreed to
indemnify the Corporation's officers, directors and controlling persons against,
or contribute to the payment of certain liabilities which might arise under the
Securities Act.
Pursuant to an Indemnification Agreement dated November 25, 1996 by and
among Peer Investors L.P., Peer Investors II L.P., Harbour Group II Management
Co., Harbour Group Investments II, L.P., the Fox Family Foundation
(collectively, the "Selling Stockholders") and the Corporation (the "1996
Indemnification Agreement"), the Selling Stockholders have agreed to indemnify
the Corporation's directors, officers and controlling persons against, or
contribute to the payment of, certain liabilities which might arise under the
Securities Act.
Directors and officers of the Corporation are insured against certain
liabilities, including liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The "Exhibit Index" on page E-1 is hereby incorporated by reference.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement;
(c) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a) and (b) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the undersigned Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
2
<PAGE>
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Springfield, State of Missouri, on February 7, 1997.
DT INDUSTRIES, INC.
(Registrant)
By: /s/ Bruce P. Erdel
-----------------------------------
Bruce P. Erdel
Vice President - Finance, Treasurer
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on February 7, 1997.
Signature Title and Position
--------- ------------------
* Chief Executive Officer, President and Director
- ------------------------ (Principal executive officer)
Stephen J. Gore
/s/ Bruce P. Erdel Vice President-Finance, Treasurer and Secretary
- ------------------------ (Principal financial and accounting officer)
Bruce P. Erdel
* Director and Chairman of the Board
- ------------------------
James C. Janning
* Director
- ------------------------
William H.T. Bush
* Director
- ------------------------
Gregory A. Fox
* Director
- ------------------------
Samuel A. Hamacher
* Director
- ------------------------
James J. Kerley
* Director
- ------------------------
Lee M. Liberman
* Director
- ------------------------
Donald E. Nickelson
* Director
- ------------------------
Charles F. Pollnow
*By: /s/ Bruce P. Erdel
------------------------
Bruce P. Erdel
Attorney-In-Fact
- ------------
* Such signature has been affixed pursuant to the following Power of Attorney:
4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of DT
Industries, Inc. (the "Corporation") whose signature appears below constitutes
and appoints Stephen J. Gore and Bruce P. Erdel, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Long-Term
Incentive Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5 Opinion of Dickstein Shapiro Morin & Oshinsky LLP
re: legality of Common Stock being registered
23.1 Consent of Dickstein Shapiro Morin & Oshinsky LLP
(included in Exhibit 5)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Altschuler, Melvoin and Glasser LLP
24 Powers of Attorney
E-1
DICKSTEIN SHAPIRO MORIN & OSHINSKY LLP
2101 L STREET, N.W., WASHINGTON, DC 20037-1526
Tel (202) 785-9700 -- Fax (202) 887-0689
February 7, 1997
DT Industries, Inc.
Corporate Centre, Suite 2-300
1949 E. Sunshine
Springfield, MO 65804
Re: DT Industries, Inc. 1996 Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to DT Industries, Inc., a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, for the registration of
600,000 shares of the Company's common stock, $0.01 par value per share (the
"Common Stock"), issuable pursuant to the terms of the Company's 1996 Long-Term
Incentive Plan (the "Plan"). The Common Stock represents authorized and unissued
shares of the Company's common stock.
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion.
On the basis of the foregoing, we are of the opinion that:
(i) the Company has taken all necessary corporate action to authorize
the issuance of the Common Stock;
(ii) the shares of Common Stock to be issued pursuant to the Plan are
validly authorized and when issued and delivered in accordance with
the terms of the Plan, the shares of Common Stock so issued will be
validly issued, fully paid and non-assessable.
<PAGE>
DT Industries, Inc.
February 7, 1997
Page 2
No opinion is expressed herein as to the laws of any jurisdiction other
than the federal laws of the United States of America and, to the extent
required by the foregoing opinion, the General Corporation Law of the State of
Delaware.
Capitalized terms used in this opinion and not otherwise defined herein
shall have the meanings ascribed to them in the Registration Statement.
The foregoing opinion is delivered to you in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dickstein Shapiro Morin & Oshinsky LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 9, 1996, which appears on page
24 of the 1996 Annual Report to Stockholders of DT Industries, Inc. (the
"Company"), which is incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended June 30, 1996. Such Annual Report on Form 10-K is
incorporated by reference in the Company's prospectus filed on November 27, 1996
pursuant to Rule 424(b) under the Securities Act of 1933. Such prospectus is
incorporated by reference in this Form S-8. We also consent to the incorporation
by reference of our report on the Financial Statement Schedule, which appears on
page S-1 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
St. Louis, Missouri
February 7, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of DT Industries, Inc. of our report on the consolidated
financial statements of Mid-West Automation Enterprises, Inc. dated August 20,
1996, which appears on page 3 of the Current Report on Form 8-K/A of DT
Industries, Inc. filed on September 23, 1996. Such Current Report on Form 8-K/A
is incorporated by reference in the prospectus filed by DT Industries, Inc. on
November 27, 1996 pursuant to Rule 424(b) under the Securities Act of 1933. Such
prospectus is incorporated by reference in this Form S-8.
/s/ Altschuler, Melvoin and Glasser LLP
Chicago, Illinois
February 7, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of DT
Industries, Inc. (the "Corporation") whose signature appears below constitutes
and appoints Stephen J. Gore and Bruce P. Erdel, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Long-Term
Incentive Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Stephen J. Gore
----------------------------------------
Stephen J. Gore
Dated: January 21, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of DT
Industries, Inc. (the "Corporation") whose signature appears below constitutes
and appoints Stephen J. Gore and Bruce P. Erdel, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Long-Term
Incentive Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Bruce P. Erdel
----------------------------------------
Bruce P. Erdel
Dated: January 17, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of DT
Industries, Inc. (the "Corporation") whose signature appears below constitutes
and appoints Stephen J. Gore and Bruce P. Erdel, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Long-Term
Incentive Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ James C. Janning
----------------------------------------
James C. Janning
Dated: January 31, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of DT
Industries, Inc. (the "Corporation") whose signature appears below constitutes
and appoints Stephen J. Gore and Bruce P. Erdel, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Long-Term
Incentive Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ William H.T. Bush
----------------------------------------
William H.T. Bush
Dated: January 22, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of DT
Industries, Inc. (the "Corporation") whose signature appears below constitutes
and appoints Stephen J. Gore and Bruce P. Erdel, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Long-Term
Incentive Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Gregory A. Fox
----------------------------------------
Gregory A. Fox
Dated: January 22, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of DT
Industries, Inc. (the "Corporation") whose signature appears below constitutes
and appoints Stephen J. Gore and Bruce P. Erdel, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Long-Term
Incentive Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Samuel A. Hamacher
----------------------------------------
Samuel A. Hamacher
Dated: January 31, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of DT
Industries, Inc. (the "Corporation") whose signature appears below constitutes
and appoints Stephen J. Gore and Bruce P. Erdel, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Long-Term
Incentive Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ James J. Kerley
----------------------------------------
James J. Kerley
Dated: January 31, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of DT
Industries, Inc. (the "Corporation") whose signature appears below constitutes
and appoints Stephen J. Gore and Bruce P. Erdel, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Long-Term
Incentive Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Lee M. Liberman
----------------------------------------
Lee M. Liberman
Dated: January 23, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of DT
Industries, Inc. (the "Corporation") whose signature appears below constitutes
and appoints Stephen J. Gore and Bruce P. Erdel, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Long-Term
Incentive Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Donald E. Nickelson
----------------------------------------
Donald E. Nickelson
Dated: January 29, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of DT
Industries, Inc. (the "Corporation") whose signature appears below constitutes
and appoints Stephen J. Gore and Bruce P. Erdel, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Long-Term
Incentive Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Charles F. Pollnow
----------------------------------------
Charles F. Pollnow
Dated: January 27, 1997
